(e) On August 12, 2009, the Human Resources and Compensation Committee of the Board of Directors of Parker-Hannifin Corporation (the "Company") adopted a restated Volume Incentive Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

On August 13, 2009, the Board of Directors of the Company adopted a "Claw-Back Policy" applicable to all performance-based bonus plans paid based on the Company's financial performance. The Claw-Back Policy was made effective for annual incentives or other performance-based compensation granted or paid on or after July 1, 2009. A copy of the Claw-Back Policy is attached hereto as Exhibit 10.2 and incorporated herein by reference.

(d) Exhibits:

         Exhibit No.   Description of Exhibit
         10.1          Parker-Hannifin Corporation Volume Incentive Plan.

         10.2          Parker-Hannifin Corporation Claw-Back Policy.